SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: June 24, 2002
(Date of earliest event reported)
Dominion Resources, Inc.
(Exact name of registrant as specified in its charter)
Virginia 1-8489 54-1229715
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
120 Tredegar Street
Richmond, Virginia 23219-3932
(804) 819-2000
(Address including zip code, and telephone number, including area code, of
registrant's principal executive offices)
(Former name or former address, if changed since last report.)
ITEM 5. OTHER EVENTS
On June 24, 2002, Dominion Resources, Inc. (the Company) entered into
an underwriting agreement (the Underwriting Agreement) with Barclays Capital
Inc. and J.P. Morgan Securities Inc., as Representatives named in the
Underwriting Agreement for the sale of $500,000,000 aggregate principal amount
of the Company's 2002 Series B 6.25% Senior Notes Due 2012. Such Senior Notes,
which are designated the 2002 Series B 6.25% Senior Notes Due 2012, are a
portion of the $2.0 billion aggregate principal amount of securities that were
registered by the Company pursuant to a registration statement on Form S-3 under
Rule 415 under the Securities Act of 1933, as amended, which registration
statement was declared effective on March 2, 2001 (File No. 333-55904). A copy
of the Underwriting Agreement including exhibits thereto, is filed as Exhibit 1
to this Form 8-K.
A copy of the form of the Eleventh Supplemental Indenture to the
Company's June 1, 2000 Senior Indenture, pursuant to which the 2002 Series B
6.25% Senior Notes Due 2012 will be issued, is filed as Exhibit 4.2 to this Form
8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
1 Underwriting Agreement, dated June 24, 2002, between the Company and
Barclays Capital Inc. and J.P. Morgan Securities Inc., as
Representatives named in the Underwriting Agreement (filed herewith).
4.1 Form of Senior Indenture, dated as of June 1, 2000, between the
Company and JPMorgan Chase Bank (formerly, The Chase Manhattan Bank),
as Trustee (incorporated by reference to Exhibit 4(iii) to the
Company's Registration Statement on Form S-3 (Registration No.
333-93187).
4.2 Form of Eleventh Supplemental Indenture to the Senior Indenture
pursuant to which the 2002 Series B 6.25% Senior Notes Due 2012 will
be issued. The form of 2002 Series B 6.25% Senior Notes Due 2012 is
included as Exhibit A to the form of Eleventh Supplemental Indenture
(filed herewith).
12 Computation of Ratio of Earnings to Fixed Charges (filed herewith).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DOMINION RESOURCES, INC.
Registrant
/s/ James P. Carney
---------------------------
James P. Carney
Assistant Treasurer
Date: June 25, 2002